GLITNIR TO ACQUIRE FIM GROUP AT 8 EURO PER SHARE
FIM Group Corporation Stock Exchange Release February 5, 2007 at 9.00 a.m Finnish time
GLITNIR TO ACQUIRE FIM GROUP AT 8 EURO PER SHARE
Not for release, publication or distribution in the United States, Canada, Japan or Australia.
Icelandic Glitnir banki h.f. (ICEX: GLB) has today announced an intention to acquire the outstanding shares and options in FIM, through a public tender offer. It has also obtained an irrevocable undertaking from shareholders in FIM, who represent approximately 68 percent of the shares, to sell their shares to Glitnir.
Terms of the offer
The shareholders of FIM have two alternatives to accept the public tender offer:
a) Combined cash and Glitnir share offer containing Eur 4.00 cash and 14.75 Glitnir shares per each FIM Share.
b) Cash offer for Eur 8.00 per FIM Share.
The combined cash and share consideration corresponds to a total consideration of 8.00 euro per FIM share based on Glitnir’s closing share price of ISK 24.80 on January 15, 2007 and an ISK/EUR exchange rate of 91.44, the mid-rate published by the Icelandic Central Bank on January 16, 2007.
If the General Meeting of Shareholders of FIM resolves on a dividend distribution in excess of Eur 0.14 before the settlement date of the public tender offer, the offer price shall be reduced by the amount of the dividend in excess of Eur 0.14 per share in any such dividend distribution.
The number of Glitnir shares paid as consideration may be adjusted based on dividend distributions by Glitnir. If the General Meeting of shareholders of Glitnir resolves on a dividend distribution in excess of 30% of the profit of Glitnir as presented in the approved annual accounts for 2006, and the record date established for such dividend distribution precedes the settlement date of the public tender offer, the above Glitnir share price shall be adjusted downwards ISK for ISK by the total amount of dividend distribution. The number of Glitnir shares paid as consideration for each FIM share will be adjusted accordingly. A dividend payment by Glitnir, as described above, does not affect the offer price if the cash offer is chosen.
FIM stock option holders will receive 8 Euro per option less the trade weighted average price of the FIM share in regular trading on the Helsinki stock exchange between October 1 and December 31, 2006 (EUR 5.19). The trade weighted average referred to above (the option exercise price) shall be adjusted by any dividend paid by FIM.
The offer price, compared to FIM’s historical volume weighted average share price on the Helsinki Stock Exchange for the time period since the initial public offering on April 13, 2006 and for the preceding three months, represents a premium of approximately 37 and 43 percent, respectively. Compared to the closing share price on the Helsinki Stock Exchange on February 2, 2007, the last trading day before the announcement of the intention to make a tender offer, of 6.17 euro per share, the offer price represents a premium of approximately 30 percent.
The principle terms of the public tender offer, including the conditions for completing the public tender offer, are included as an exhibit to this stock exchange release.
Largest shareholders’ commitment to sell
Shareholders Seppo Sairanen, Markku Kaloniemi, Niklas Geust, Pekka Mölsä, Karri Toivonen, Jussi Seppälä, Jukka Ylitalo, Antti Pohjola, Jan Forsbom, Jussi Hyöty and Janne Holtari representing approximately 68 percent of the shares in FIM at the time of announcement of the decision to make a public tender offer have given, subject to certain conditions, an irrevocable undertaking to sell their shares and options to Glitnir at a price of EUR 8 per share payable 50% in cash and 50% in Glitnir shares by means of either (i) or (ii) below, whichever results in the earlier settlement:
(i) by accepting Glitnir’s tender offer to be commenced on or about March 12, 2007 or as soon as practicable thereafter; or
(ii) by one or several block trades on the Helsinki Stock Exchange made on the first banking day immediately following the record date for any dividend payment based on a resolution by the Annual General Meeting of Shareholders of FIM, not to be held prior to March 15, 2007, provided that the following conditions are met (unless waived by Glitnir)
(a) none of the conditions for the completion of Glitnir’s tender offer have been breached but they are fulfilled and/or continue to be satisfied (as the case may be) at that time;
(b) the Annual General Meeting of Shareholders of FIM has resolved on electing at least three (3) representatives of Glitnir in the Board of Directors of FIM, such resolution being conditional upon and effective as of the execution by Glitnir of the trades concerning the shares; and
(c) all the majority shareholders have also otherwise materially complied with the terms of the letter agreement (as defined below) dated as of the date hereof.
It is noted that in alternative (ii) the cash part and the share part of the consideration for the shares shall be determined using the same principles as in the tender offer.
The majority shareholders have furthermore signed a letter agreement wherein they have inter alia given certain undertakings to use their best efforts with regard to that FIM and its subsidiaries shall (i) conduct their respective businesses in the ordinary course and in all cases based on reasonable business judgment; and (ii) notwithstanding the aforesaid, refrain from making or implementing, inter alia, any material changes in its business, any material investments or divestments outside the ordinary course of business, or borrowing any loan outside the ordinary course of business; and/or any change of articles of association.
The current lock-up arrangements related to the shares held by shareholders selling their shares in the initial public offering on April 13, 2006 will be released to allow for the contemplated transactions to be executed. Furthermore, the majority shareholders have agreed that Glitnir shares received by them pursuant to these transactions will be subject to similar lock-up arrangements.
Timing and approvals
The offer period is expected to commence on March 12, 2007 or as soon as practicable thereafter and a public offer document will be published prior to the start of the offer period and it will also be available on FIM’s website at www.fim.com.
The offer is conditional on i.a. regulatory approvals and being accepted to such an extent that Glitnir becomes the owner of more than two thirds of the total number of shares in FIM. Glitnir has reserved the right to waive any of the above conditions. The detailed terms and conditions will be published in a public offer document.
Board of Directors statement and Fairness opinion
Members of the Board of Directors Niklas Geust and Jukka Ylitalo have not participated and will not participate in the Board of Directors’ decisions on the matter due to a potential conflict of interest relating to the above-mentioned undertakings towards Glitnir.
The Board of Directors was informed of the largest shareholders intention to sell their shares. The Board of Directors has not actively solicited alternative buyers. However, the Board of Directors has been informed about other interested parties who have held discussions with some of the largest shareholders. Such discussions have not resulted in the Board of Directors being formally contacted, nor has FIM received any competing offers or other offers. The Board of Directors also notes that it was informed of, but did not actively participate in the negotiations and arrangements in which Glitnir received commitments from the Majority Shareholders to sell their shares and options.
The Board of Directors allowed Glitnir to conduct a limited due diligence review prior to the announcement of the intention to make the tender offer based on an indicative offer. FIM has also undertaken a limited due diligence review of Glitnir.
The Board of Directors notes that Glitnir believes that the combination of Glitnir and FIM would create a strong player in the Nordic market which would strengthen both organizations and enhance and broaden the service and product offering to the customers. Furthermore, Glitnir would be well positioned to support FIM with regard to the development of retail banking operations in Finland. The Board of Directors further notes that it expects the consolidation trend to continue within the financial services sector, and that whilst FIM’s possibilities to grow independently are not threatened by the market trends, the contemplated combination gives FIM a broader platform for growth.
The Board of Directors is not aware of any need of staff reductions in FIM should the tender offer be completed.
After evaluating the tender offer from FIM’s and its shareholders’ perspective and having received a fairness opinion from Access Partners, it is the assessment of the Board of Directors that the offer price offered by Glitnir is fair to the FIM shareholders and option holders from a financial perspective.
Therefore, the Board of Directors, subject to that no superior offer will be made prior to the expiry of the tender offer period for the tender offer, recommends the shareholders and option holders to accept the tender offer. Further, the Board of Directors has caused FIM to enter into a combination agreement with Glitnir to such effect.
The Board of Directors recognizes the merits of the offer and emphasizes that at the time of acceptance each FIM shareholder and option holder must independently decide whether to accept the combined cash and share offer, the cash offer or not to accept the Tender Offer. The Board of Directors recommends each shareholder and option holder to independently evaluate the impact of possible exchange rate fluctuation risk, the risk associated with the general development in the Icelandic economy, tax position, trading and other costs and volatility risk with respect to the share component of the combined cash and share offer.
Access Partners has rendered a fairness opinion to the Board of Directors of FIM to the effect that, as of the date thereof and based upon and subject to the assumptions, considerations and limitations set forth therein and other factors deemed relevant, the tender offer is fair, from a financial point of view, to the shareholders and option holders of FIM. The fairness opinion will be published in full in the public offer documents issued by Glitnir in connection with the tender offer. The full fairness opinion prevails over any summary set out in this announcement.
Based on the above, the Board of Directors recommends the shareholders and option holders of FIM to accept the tender offer.
The Combination Agreement
Glitnir has entered into a combination agreement with FIM today regarding the principle terms of the tender offer, certain undertakings by FIM regarding the conduct of business of FIM, as well as certain other terms related to the tender offer. The principle terms of the combination agreement are as follows:
The combination agreement between Glitnir and FIM stipulates the principle terms under which Glitnir will make the tender offer. The combination agreement also addresses the recommendation given by the Board of Directors of FIM and the terms under which the recommendation may be changed or revoked pursuant to the obligations of the Board of Directors under the Finnish Companies Act and the Securities Markets Act. The combination agreement also contains stipulations regarding the cooperation of the parties for the purposes of preparing necessary filings and documents required to execute the tender offer and the acquisition of FIM by Glitnir. FIM and its subsidiaries shall until the completion of the tender offer (i) conduct their respective businesses in the ordinary course and in all cases based on reasonable business judgment; and (ii) notwithstanding the aforesaid, refrain from making or implementing, inter alia, any material changes in its business, any material investments or divestments outside the ordinary course of business, or borrowing any loan outside the ordinary course of business; and/or any change of articles of association.
Access Partners acted as a financial advisor and attorneys at law White & Case as a legal advisor to the Board of Directors of FIM.
Statement of the Board of Directors of FIM, Antti Kivimaa
"We believe that a combination of Glitnir and FIM would create a very strong player in the Nordic market which would strengthen both organizations and enhance and broaden the service and product offering to the customers. Furthermore, Glitnir would be well positioned to support FIM with regard to the development of retail banking operations in Finland. The new organization would provide FIM employees the new opportunity to develop themselves within a larger entity."
Statement of the CEO of FIM, Risto Perttunen
"FIM has a business portfolio that combines profitable growth of the existing businesses and investments in future growth areas. During its twenty years of operation, FIM has grown from a small entrepreneurial niche service provider to a mid-sized integrated investment services company. As a forerunner for investments into emerging markets and with its subsidiary in Moscow FIM has become a leading Finnish investment services group with emphasis on emerging markets. FIM also has a brand that is well recognised among Finnish institutions and private customers. We see that Glitnir and FIM have quite similar industrial logics and strongly believe that our businesses complement each other well. In addition to that, we believe that FIM’s expertise in the emerging markets and Glitnir’s strong presence in the Nordic investment services market open new opportunities for the combined new company".
Statement of the CEO of Glitnir, Bjarni Ármannsson
"FIM is a strategic complement to our overall growth strategy. It has a solid share in the Finnish market, a strong client base, and we plan to build further on the company’s position as a leading Nordic investment services company with focus on asset management, brokerage service and corporate advisory. We also see that it will enhance our product range in many areas where FIM has a fantastic track record FIM’s strong research coverage will facilitate volume into Finland through Glitnir. Glitnir and FIM will have access to in-house research material, knowledge and deal flow in Norway, Sweden, Finland, Iceland and Russia. FIM’s domestic retail base and Glitnir’s international clients have interest and appetite in the Russian market. This is the first acquisition where we use Glitnir’s shares as a significant part of the payment and for us this is a very important part of the transaction. The acquisition strengthens Glitnir’s position in the Nordic region and provides the bank with a platform for further profitable growth."
FIM Group Corporation
Board of Directors
For further information please contact:
Antti Kivimaa, Chairman of the Board, FIM Group Corporation +358 400 501 780
Risto Perttunen, CEO, FIM Group Corporation +358 9 6134 6303
Helsinki Stock Exchange
The main media
Established in 1987, FIM is a Finnish investment services group that offers asset management, brokerage and investment banking services for private persons and organizations. In addition to the head office in Helsinki, FIM has regional offices in Espoo, Jyväskylä, Kuopio, Lahti, Oulu, Riihimäki, Tampere, Turku, and Vaasa. FIM also operates in Stockholm and Moscow. The company's net sales in 2006 were about 82 million euros and operating profit 19.1 million euros. FIM employed 284 persons at the end of 2006. www.fim.com
These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a
public offering of shares in the United States.
This document is not a prospectus and as such does not constitute an offer to sell or the solicitation of an offer to purchase shares or rights to subscribe for shares. Investors should not subscribe for any shares or rights referred to in this document, or tender any shares, except on the basis of the information contained in a prospectus or tender offer document.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Offers will not be made directly or indirectly in any jurisdiction where prohibited by applicable law and any offer documents and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the rights offering and the tender offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means of instrumentality (including without limitations, mail, facsimile transmission, e-mail or telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Japan or Australia.
PRINCIPLE TERMS AND CONDITIONS OF THE TENDER OFFER
Glitnir banki h.f. will announce the complete terms and conditions of the Tender Offer and information on how the Tender Offer can be accepted by stock exchange release separately.
Object of the Tender Offer:
Subject to the terms and conditions set forth below, the Glitnir banki h.f. ("Glitnir" or the "Offeror") (or a fully owned subsidiary of the Offeror) offers to acquire all issued and outstanding Shares and Options, which are not owned by FIM Group Corporation ("FIM" or the "Company") or a company belonging to the FIM group of companies.
The Offer Price for each FIM Share validly tendered and not properly withdrawn in accordance with the terms and condition of the Tender Offer is Eur 8.00. The shareholders of FIM have two alternatives to accept the Tender Offer:
(a) Combined cash and Glitnir share offer containing Eur 4.00 (four euros) cash and 14.75 (fourteen point seventy five) Glitnir shares per each FIM Share. The computational value of the combined offer is Eur 8.00 based on the Rates (defined in this offer), or
(b) Cash offer for Eur 8.00 (eight euros) per FIM Share.
If the General Meeting of Shareholders of FIM resolves on a dividend distribution in excess of Eur 0.14 (fourteen cents) after the Announcement and the record date established for such dividend distribution precedes the Settlement Date (as defined in these terms), the Offer Price shall be reduced by the amount of the dividend in excess of Eur 0.14 (fourteen cents) per Share in any such dividend distribution, and if the record date is after the Settlement Date, the Offer Price shall be increased with Eur 0.14 (fourteen cents).
If the General Meeting of shareholders of Glitnir resolves on a dividend distribution in excess of 30% (thirty per cent) of the profit of Glitnir as presented in the approved annual accounts for 2006, and the record date established for such dividend distribution precedes the Settlement Date, the above Glitnir share price shall be adjusted downwards ISK for ISK by the total amount of dividend distribution. The number of Glitnir shares paid as consideration for each FIM Share will be adjusted accordingly. A dividend payment by Glitnir, as described above, does not affect the Offer Price if the cash offer is chosen.
The price for the options 2006A and 2006H entitling for shares in the Company will be the indicative offer price of EUR 8 per option less the exercise price, being trade weighted average of the Company’s share price in regular trading on the Helsinki stock exchange between 1 October and 31 December 2006. The exercise price for the options 2006A and 2006H shall, in accordance with the option terms, be adjusted by any dividend paid by FIM after the date hereof and prior to the closing of the Tender Offer. The options 2006B and 2006C are in the possession of the FIM Group and shall not be subject to the offer.
"Rates": The value of Glitnir share is deemed to be ISK 24.8 per share being the closing price of the Glitnir share in the Islandic Stock Exchange on 15 January 2007. The ISK/EUR exchange rate is 91.44 being the mid rate published by the Icelandic Central Bank on 16 January
The "Settlement Date" is the date upon which a person shall have been registered as a shareholder of FIM or Glitnir, as applicable, to be entitled to receive dividends decided to be paid by the annual general meeting of shareholders of the respective companies.
Conditions to Completion of the Tender Offer:
The obligation of the Offeror to accept for payment the Shares and Options validly tendered and not properly withdrawn pursuant to the Tender Offer is subject to the satisfaction or, where permitted, waiver by the Offeror of the following conditions ("Transaction Conditions") on or prior to the execution of the sale and purchase of the Shares and Company Options pursuant to the Tender Offer (the "Closing Date"):
(i) More than two thirds (2/3) of the Company Shares outstanding (on fully diluted basis) have been validly tendered and not properly withdrawn in accordance with the terms and conditions of the Tender Offer, or are otherwise in the ownership and possession of Glitnir.
(ii) The approvals of (a) the antitrust and merger control authorities and (b) other relevant authorities (such as financial supervision authorities), in jurisdictions in which the approval of such authorities is required, shall have been received, and any material conditions set forth in such approvals can be accepted by the Offeror (acting reasonably), and any applicable waiting periods shall have expired or have been terminated or waived.
(iii) No order shall have been issued by a court of competent jurisdiction or other governmental authority preventing the consummation of the Tender Offer or the other transactions contemplated by the Combination Agreement that remains in effect.
(iv) The Board of Directors of FIM has recommended the acceptance of the Tender Offer to the shareholders of FIM, and such recommendation has not been revoked or amended to the detriment of Glitnir.
(v) There is no material breach of the terms of the Combination Agreement between Glitnir and FIM or the Agreement between Glitnir and the Majority Shareholders, including the undertakings of the Majority Shareholders, which has not been remedied, and the Combination Agreement shall not have been terminated in accordance with its terms.
(vi) There has been no decision to change the Articles of Association or any material change to the accounting principles or practices of FIM.
(vii) There has been no decision or proposal concerning or constituting: (i) a change in the number of shares in or share capital of FIM or its subsidiaries, including without limitation by reclassification, recapitalisation, stock split, combination or issuance of any shares or securities convertible into or exchangeable for shares in FIM or in its subsidiaries; (ii) any sale, purchase, transfer or other disposal of Shares or treasury Shares (as the case may be) or the treasury Options or any other shares or securities convertible into or exchangeable for shares in FIM or in its subsidiaries (whether or not based on the authorisations granted to the Board of Directors); and/or (iii) a non-mandatory material increase in the current or future compensation or other benefits in any manner whatsoever (including without limitation by way of synthetic options, bonus, insurance, severance or pension arrangements) of each of the persons employed by or serving FIM or its subsidiaries.
(viii) The lock-up arrangements and other restrictions that the shares held by the Majority Shareholders are currently subject to are cancelled.
(ix) The Offeror has not received information regarding any facts or circumstances that have resulted in or constituted, or that are likely to result in or constitute, a Material Adverse Change (as defined below).
"Material Adverse Change" means any material adverse change in, or material adverse effect on, the business, assets, financial condition or results of operations of FIM and/or its subsidiaries, taken as a whole (disregarding any impact of the Tender Offer, market fluctuation or extraordinary changes in FIM’s competitive environment), or any divestment or reorganisation of any material part or assets of FIM and/or its subsidiaries or any other material action or plan for action outside the ordinary course of business.
The Offeror reserves the right to waive any of the Transaction Conditions that have not been satisfied.
Tender Offer Period
The Tender Offer is expected to be launched on March 12, 2007 or as soon as practicable thereafter. As shares in Glitnir will be offered as Consideration, a prospectus will need to be filed with appropriate financial supervision authorities, which may affect the time when the Tender Offer can be launched. The tender offer period is expected to initially be approximately four weeks.
The Offeror will reserve the right to extend or suspend the Tender Offer Period, as allowed under the Securities Markets Act.
Glitnir will decide on all other matters related to the Tender Offer.
The Tender Offer will not be made directly or indirectly in areas in which making the Tender Offer would violate the law. The Tender Offer Document or its related acceptance forms will not be distributed or forwarded, nor may they be distributed or forwarded in any way, such as by post, fax, email or telephone, or in any other way, to or from areas where it would violate the law. The Tender Offer will not be made directly or indirectly in the United States, Canada, Australia or Japan, nor to those countries, and nor will the Tender Offer Document or its related information be sent to the United States, Canada, Australia or Japan.